Lion King AU Retelling
by sildarmillion
Summary: This is Lion King set in an AU with a made up mythology about lions. Story partly inspired by the Broadway Musical. More description in the A/N.
1. Chapter 1

A lion pride is made up of around ten females, and one male. The lionesses hunt for the pride, they protect the pride, and they are unwaveringly loyal to the male. They are his friends, his partners, his advisors, his moral support. They are the heart of the pride, but at its head is the male, the Lion King, the King of the Pridelands. It is his job to maintain peace and balance in the savannah; and it is his job to bring up his male cub to learn to appreciate the roles designated to all living creatures by Nature, so that his cub can take over for him as the Lion King, when his time has passed.

Each lioness bears only one cub, and in nine cases out of ten, it is a female. Only one lioness has the honor of giving birth to the future Lion King, and she is revered as the Queen of the Serengeti. She becomes the companion of the king, and she becomes the leader of the Hunt; and all the other lionesses are unwaveringly loyal to her.

In this way, generations upon generations of lion prides have ruled over the Pridelands from their home in the Pride Rock, a giant precipice that looks out onto the entire savannah.

* * *

It so happened that in one generation of the pride, two male cubs were born. There was some confusion at first about who was to be the future king, but it soon became obvious that Scar, the older of the two lacked the strength of a Lion King, who needs to keep the herd of antelopes and bisons moving in the right direction and to keep the hyenas off the savannah. So it was his brother, Mufasa, who was chosen to be trained by the Lion King, while Scar, named after the birthmark on his left eye, was left in the care of the lionesses. Being male, he was not allowed to join in the Hunts, so Scar was left to sulk in his cave in the Pride Rock while his father taught Mufasa about the Circle of Life and the Great Kings of the Past.

As a result of being neglected, he grew cold and unpleasant, and none of the cubs wanted to play with him. So while Mufasa played tag with the female cubs under the watchful eyes of the lionesses, Scar would creep away. No one ever watched over him. He would creep away to the Shadowlands, a place beyond the boundaries of the Pridelands, where he would play with the hyenas.

The hyenas would have killed him when he first ventured into their territory. Scar knew that no one was looking for him, and no one would come to save him. So he had to find a way to convince the hyenas to let him live. He would steal from the Hunt, and take it to the Shadowlands, and the hyenas would welcome him amongst their midst. In time, he found his place as the benefactor of the hyenas, while Mufasa found his place as the Lion King.

Scar and Mufasa had no love for each other. Scar was cold and conniving, while Mufasa had a huge heart and a warm and commanding personality. The lionesses adored him and even all the animals in the savannah worshipped the ground he walked on. With his loving heart and wise judgment, Mufasa rose to be a great king. However he remained critical of his brother's nature, and Scar remained resentful of being slighted even though he was the older cub. Silently, Scar worked to make his brother's job difficult. He encouraged the hyenas to cross into the Pridelands, and disturb the herds. As a result, Mufasa was kept very busy chasing away the hyenas to maintain peace within the herd.

Scar hoped that perhaps this generation of the pride might turn out no male cubs because his generation had turned out two. If it meant the end of the Pride, he couldn't care less. But much to his great disappointment, the lioness Sarabi gave birth to a male cub. And this male cub was named Simba.

Scar took no pleasure in welcoming the young cub into the world. Indeed, he stayed in his cave during Simba's presentation to the Serengeti, presided over by the old baboon Rafiki. Scar had only ever seen Rafiki from a distance, and even Mufasa, who had met him on several occasions, had no idea of his age. But he had always been a trusted advisor to their father, and Mufasa was only too delighted too delighted to send word to Rafiki through his majordomo Zazu that his heir was born. On one fine bright morning, all the inhabitants of the Pridelands journeyed to Pride Rock to pay their respects to their future king as Rafiki held him up for all to see. Conspicuous only in his absence, was of course, Scar.

* * *

Simba grew fast, and he was full of mischief and curiosity. He would sneak up behind the lionesses during the Hunt and jump out at the prey before the lioness could pounce, and his mother would have to send him away lest they had to go hungry due to the young prince's mischief. The lionesses were both exasperated of and amused by his antics, and they could never stay mad at his big eyes and wide grin for long.

He was a great favorite among the other lion cubs. He was the youngest cub, and the older lioness cubs adored him and teased him by pulling at his ears and pouncing on him. The only other lion cub to match Simba's wild nature was Nala. Nala was the daughter of Sarafina, the most skilled hunter among all the lionesses, and Sarabi's right hand during the Hunts. Nala was trained relentlessly to be as fierce a hunter as her mother, but she always snuck away to play with Simba. No other cubs were any match to her pouncing skills, and she would always successfully pin every one of them to the ground. During playtime, Simba and Nala became inseparable friends, wreaking havoc together, and playing tricks on the lionesses and the other cubs. No matter how hard Simba tried, he could never pin her to the ground, so he focused on trying to catch her unawares by creeping up behind her and roaring in her ear. However, his roar still had a long way to go, because all they manage to do was send Nala into peals of unchecked laughter.

When he was not troubling the lionesses or playing with Nala and the other cubs, Simba was out with his father. His father meant the whole world to Simba, and he dreamed of the day he would grow up to be just like him. He woke up every morning at the crack of dawn and snuck away from his mother to his father's cave, to jump onto his mane and pull at his ears. Mufasa would laugh and catch his son and ruffle his fur. He played with Simba and spoiled him greatly, but also took him along on his morning rounds of the savannah and taught him everything his father before him had taught him. Simba meant the world to Mufasa, as well, and there was no greater bond than that between father and son.

"_Look Simba_," he would say to his son from atop the Pride Rock, "_everything the light touches is our kingdom_."

"_Wow_," a wide-eyed Simba would breathe as he would take everything in and dream about the day he would be just like his father.

"_A king's time as ruler, rises and falls like the setting sun_," said Mufasa to him one day. One day, Simba, the sun will set on my time here, and rise with you as the new king."

"_And everything the light touches will be mine_?" The thought filled Simba with great eagerness and pride.

"_What about that place in the shadows_?" he asked his father.

"_I've told you many times, Simba. That place is beyond our borders. You must never go there._"

Simba indeed had never ventured there, just like his father had instructed, but it hadn't stopped him from wondering what mysteries lay there.

"_But can't I go there when I'm king?_" he pressed on. "_I thought a king can do whatever he wants._"

Mufasa couldn't help but laugh at his son at times like this, but he knew there was yet a lot to teach his precious heir.

"_Everything you see exists together in a delicate balance. As king, you need to understand that balance and respect all living creatures from the crawling ant, to the leaping antelope._"

"_But don't we eat the antelope?_" Simba was confused.

"_Yes, Simba; but when we die, our bodies become the grass; and the antelope eat the grass. In this way, we are all connected by the great Circle of Life._"

Simba never fully understood his father's teachings. However, he cherished the times his dad played with him, and taught him to roar and to pounce. Thus far, there hadn't been much success. On many days Mufasa would take his son along on his morning rounds. First they would receive a lengthy morning report from Zazu, who was a blue yellow-billed hornbill, during which Simba would get very bored. Then Mufasa would take him to see the grazing of the antelope and the wildebeest, receive intelligence from the underground from the groundhog (Simba would poke his head inside the holes), check-up on the tunnel digging activities of the meerkats, and visit the hippos in the watering hole. They would run around through the savannah together and they even played in the gorge, but Mufasa was always strict about being very quiet down there. He said loud noises could scare the wildebeest. Simba wondered what they would do if they were scared. Sometimes they would watch the Lioness Hunt.

But on other mornings, Mufasa would go off to chase the hyenas, and no matter how much Simba begged, he was never allowed to come.

"_Don't worry young Master,_" Zazu would say to a dejected cub, "_One day you will be king. Then you can chase those slobbering, mangy, stupid poachers from dawn until dusk._"

On one such morning, when his father left, Simba went off to find his playmates. Nala was playing pounce with Wamba, Nyeri and Vitani, and Simba thought he would join them. Then he noticed Nuka was still asleep. Nuka always slept late, and Simba loved to jump on top of her, which would send her into hysterics. He prepared to jump, but found himself being dragged away. When he looked around, he saw Zira.

"Stop disturbing Nuka, Simba," Zira scolded. "It's not funny when she screams her head off."

Zira was one of the older cubs; she was starting to spend more and more time with the other Lionesses. Simba didn't like her too much, mostly because she was always so angry.

He ran off to join Nala and the others.

"Hold it right there," called Zira. "Cubs, playtime is over," she continued in her annoying authoritative voice. She seemed to think she could boss them around just because she was older. "Sarabi says today you will need to Hunt with us."

The cubs groaned in unison.

"Tell her they don't wanna come," offered Simba. "Tell her they want to play with me."

Zira made a face at Simba. "Sarabi's orders, don't dally," she commanded and bounded off.

"We'll play later," Nala said before leaving.

"Why don't you come watch the Hunt?" suggested Nyeri.

Simba thought it sounded like a good idea. But he was too annoyed with Zira ignoring him at the moment.

"Nah, I'll just go play with my Uncle Scar now," he said, and ran off to find his Uncle.

* * *

Simba didn't usually spend much time with his Uncle. For one, he never wanted to play. But he did say a lot of funny things.

"_Hey Uncle Scar,_" he had once asked, "_When I am King, what will that make you?_"

"_A monkey's uncle,_" had replied Scar.

Simba thought that was hilarious.

On this particularly day, Simba began to give Scar a detailed account of the kingdom, but Scar was easily bored.

"_I can't wait till I'm ruler of the entire Pridelands!_" claimed the young prince excitedly.

"_Well, forgive me for not leaping for joy,_" came the bored reply. "_Bad back, you know._"

"_Hey Uncle Scar, my dad says I can't ever go to the shadowy place out there; not even when I'm king._"

"_He's quite right._"

"_Well why can't I?_"

"_An elephant graveyard is no place for a young prince._"

"_Whoa!_" Simba was immediately filled with curiosity.

"_Have you ever been there?_" he asked excitedly.

"_Simba, Simba, Simba, you mustn't even think about that place,_" Scar scolded, "_Now run along and play._"

As the young cub bounded away, Scar knew what was on his mind. If the spoilt brat wandered amongst the hyenas, they were sure to gobble him up. Scar couldn't care less.

* * *

"Simba, you should have come to watch the Hunt; I was amazing!" gushed Nala.

"Never mind that, I found out what's in the shadowy place."

"That's no fair," began Nala, "I want to tell you how I-"

"An elephant graveyard," whispered Simba, stopping Nala midway and leaving her mouth hang open.

Simba didn't want to disappoint his father, but the allure of an elephant graveyard was too great. Nala's excitement matched his, and the two cubs resolved to sneak away early in the morning, and be back before anyone missed them. What fun they would have telling the other cubs of their splendid adventure!

And that was how, shivering with excitement, Simba and Nala found themselves face to face with an elephant skull. The sun was just rising over the Pridelands, but the cubs hadn't the faintest idea. They had never seen so many bones in their life. They were awestruck.

"_Do you think its brains are still in there?_" whispered Nala.

"_Why don't you climb up and check?_" Simba whispered back.

"_No, you go and check._" The truth was, having walked through mounds of bones; both cubs were a little scared.

"_You're just a scardy-cat_," jeered Simba, detecting the edge to her voice.

"_No, you're a scardy-cat_," she shot back.

"_Me? No! I laugh in the face of danger!_" With that, he climbed into the eye socket of the skull. Not a moment later he came running out, following by three laughing hyenas.

"Get back!" Simba screamed. "You slobbering, mangy, stupid poachers don't know who you're dealing with!"

The hyenas laughed.

Simba roared – or attempted to. The hyenas laughed even harder. But this time, they were met with a real roar. Mufasa leapt in front of the cubs and the hyenas went scurrying off.

* * *

"_Simba you deliberately disobeyed me!_" Mufasa roared. Simba hung his head.

"_And what's worse,_" he continued, "_You put Nala in danger!_"

With every angry word from his father, Simba's heart sank lower.

"_I was only trying to be brave like you,_" he murmured.

"_Simba, being brave doesn't mean going looking for trouble!_"

Mufasa couldn't understand what had gotten into his son.

"_But you're not scared of anything!_"

"_Simba, I'm only brave when I have to be. And today, I was scared. I thought I might lose you._" He was speaking softer now. "If Zazu hadn't seen the two of you, I don't know what might have happened!"

"_So even kings are allowed to be scared?_" Simba asked. Mufasa wanted to be angry, but when his son said things like this, it was hard.

"_You know what,_" continued the cub encouraged by the warm look on his dad's face, "_I bet those hyenas were even scarder!_"

And with that childish line, father and son were pals again.

"_Dad,_" asked Simba, "_we'll always be together, right?_"

Mufasa sighed. Someday he would die.

"_Simba, can you see the stars?_" he asked.

"_Yeah._"

"_My father told me that the Great Kings of the Past are up there. If you're ever alone, you should know that they'll always be here to guide you, as will I._"

Simba nodded. His father was speaking in riddles again.

* * *

The hyenas of course told Scar the whole story as they munched on the zebra leg he brought them. Scar thought he couldn't care less, but while the hyenas complained about how close they were to having royalty for dinner, Scar realized that he had hoped the hyenas would be able to devour his spoiled little nephew. If Simba was gone, the Pride would go into beautiful chaos right before his eyes, and he would watch their suffering with delight. But then, perhaps Mufasa would just sire more cubs with the younger lionesses and another prince might be born.

"Who needs a king?" the hyenas were saying.

"Yeah, all they do is chase us away from food."

"You would have been a much better king, Scar."

"Yeah, why didn't you become king?"

Scar smiled.

"Well then, maybe it's time to take matter into our own hands." And his scheming mind filled with plans.

"_Prepare for the chance of a lifetime,_" he told the hyenas. "_I know it sounds sordid, but you'll be rewarded when at last I am given my dues. So prepare for the coup of the century. Years of denial is simply why I'll be king undisputed, respected, saluted, and seen for the wonder I am. Yes, my teeth and ambitions are bared. Be prepared!_"

* * *

If Simba thought he had gotten off easy, he couldn't have been more wrong. He was grounded for weeks. Nala was given her share of punishment. The two of them were constantly watched. But they were heroes among the other cubs.

"What did the hyenas look like?" asked Wamba.

"Did you actually see elephant skulls there?" wondered Arura.

When Nala would start to give an overblown account of the entire incident, Zira would quietly remind them that Nala was in big trouble.

Simba was learning to keep his head down. He put his heart and soul into learning from his father about how to be a king, and he made an effort not to put one toe out of line. He practiced his roar every day, but he still could not manage it.

One day, when Mufasa was out with Zazu and the lionesses were out on a Hunt, Simba went for a walk with Scar.

"Where are we going, Uncle Scar?" he asked.

"I am going for a walk, and you simply following me."

"Well, I don't have anything to do right now. Do you want to play?"

"Well, shouldn't you be practicing your little roar?"

"It's not little any more, Uncle Scar!" He tried to demonstrate it, but it sounded as soft as ever.

Scar laughed and roared.

"I wish I could roar like you," Simba said, crestfallen.

"When I was your age, I liked to go down to the gorge and practice my roar."

"Really? But dad says I need to be quiet down there."

"Why ever would he say that?"

"He said it might scare the wildebeest."

"Oh, really, Mufasa is so paranoid. If you do manage to scare the wildebeest, that's how you know you've got it right."

Simba didn't want to disobey his father again, but he had been feeling restless for days. Besides, Uncle Scar had assured him nothing would go wrong. He thought he would give it a try from the edge of the gorge and see if anything went wrong.

When Simba roared at the edge of the gorge, it came back at him much louder.

"_Whoa!_" He had never heard an echo before. He roared again, and his echo came back at him again. There was no sign of the wildebeest. Slowly, he made his way down the gorge, and his roar seemed to get better and better. Simba had no idea that the wildebeest were indeed getting nervous. Simba really had no idea that the hyenas were waiting to hear his little roars. And when Simba did manage to let out a decent roar, the hyenas had simply to snap at the legs of some wildebeests and they went running down the gorge.

When the ground below Simba's feet began to shake, he looked up to see a stampede rushing towards him.

* * *

Of what passed next, Simba had little memory of. He remembered running. He remembered stamping feet on all sides. He remembered the thunderous thuds of hooves everywhere. He remembered his dad leaping out of nowhere and depositing him safely onto a rock. He remembered his dad being pulled away by the herd.

He remembered running down the gorge when the stampede was over. Mufasa lay there, not moving. Simba called him, Simba tugged at his ears, his mane, his tail. Simba jumped on him repeatedly, but Mufasa would not stir. He barely remembered the words of comfort spoken to him by Uncle Scar. Thinking back on it, he could never remember if they had been words of comfort at all.

But one thing stuck in his mind for life.

"Look what you've done Simba."

"But you told me nothing would happen."

"And nothing has happened. To you."

Simba stared at him.

"I told you that if you got it right if the wildebeest are scared, but you should have been responsible enough to get yourself out of there."

"_What am I going to do?_"

"_What are you going to do? The Pride can never accept you after what you've done._"

"_Help me, Uncle Scar._"

"_Run Simba,_" said Scar. "_Run away, and never come back._"

Yet as Simba ran, and the hyenas came up behind Scar, he muttered, "_Kill him._"

* * *

**A/N**: This is the first fic I ever completed. It was written a few years back. Not my best of piece of work, not that I have a lot. It was gift-fic for a friend's birthday. and just the other day she said this is good enough to be put out there, so I figured why not. This was written before either of us were aware of the books that established the lineage of all the characters, but I think those might be more fanon than canon, but I'm not sure. Naturally, my back-stories are very different from those and I also made up a completely different mythology, which was, after all, the most fun part. I think the names of the OC lionesses are based on national parks in Africa. I can't remember. Also, parts of the fic (especially in later chapters) are inspired by the Broadway musical.

I was a little bit concerned about sharing this because of how much I directly quoted the movie. But that was sort of kind of the point of the retelling. So I italicized whatever I think was probably a direct quote from the movie. So yeah, of course, I don't claim ownership of any of the canon characters or the dialogue in italics.


	2. Chapter 2

Two lionesses dragged a carcass between themselves towards the huge outcrop of rocks in the middle of the Pridelands.

"Let's just take it back to the Pride," one of them muttered.

"The hyenas are watching, Nuka," the other hissed back, "Scar will find out."

Another lioness leapt out to meet them.

"Nuka, Vitani, what's going on?" Nala asked. "Sarabi didn't schedule a Hunt."

"Sarabi didn't," said Vitani, brushing past Nala. "But Zira did."

Nala felt her temper rising.

"Just because she's pregnant doesn't make her the new Queen of the Serengeti."

"It does, if her cub is a male," reminded Nuka.

"And what if she doesn't give birth to a male?" Nala shot back.

"Then maybe one of us will," Vitani said quietly.

Nala was taken aback. "You're pregnant too?"

"No," Vitnai smiled. "Not yet."

When Zira had acceded to Scar's demands of bearing his cub, Nala had felt betrayed. Scar had been a terrible king from the start, and she was puzzled by Zira's loyalty to him. In her eyes, Scar could never be the rightful king. With a sinking heart, she watched as her once playmates, carried the carcass to Scar's lair. They were beginning to follow Zira's lead and blindly follow Scar's requests.

She made her way to the top of the cliffs and watched as Scar divided up the food amongst the Pride and the hyenas. She never understood why Mufasa had always said hyenas should stay in the Shadowlands. Now she could see why. Now that they had the lionesses serving them, the hyenas were multiplying unchecked. At this rate, they might run out of food. Herds were beginning to leave the Pridelands. She had tried to tell this to Scar, but he had lost his temper and thrown her out of his cave.

"Something must be done," she approached Nyeri.

"Like what?"

"Let's talk to Scar. We have to make him see he's not doing this right. Mufasa never sat in his cave all day. He has to be out there, keeping everything in balance."

"Nala, you've tried. He won't listen."

"Well, then let's throw him out. Let's put Sarabi in her place."

"Nala!" Nyeri was shocked at such a suggestion. "You must accept Scar as the king. He is the only male in our Pride."

"Scar never learned how to rule the Pridelands." Her thoughts went to her childhood friend. "I'm sure Simba would have made a great king."

"Oh, and you are so sure about that?" There was an edge to Nyeri's voice. "It's because of Simba that we're in this situation. He went and got himself killed."

Nala was hurt to hear her talk like this. "Show some respect for the dead." She ran off to find Sarabi.

She found her on the grass gazing at the stars. Simba had told her that the Great Kings of the Past were up there. Mufasa must be up there. Was Simba up there too?

"Sarabi, several herds are leaving the Pridelands," she said.

"I know." Sarabi's voice was heavy. "I fear we may have to leave the Pridelands soon. I will speak to Zira about it."

"No!" Nala exclaimed. "You are the Queen of the Serengeti. Don't let her call the shots. She hasn't even given birth to a male heir yet!"

"I know Nala. But you forget, I'm not the rightful Queen either. I have a son no more."

Nala watched as Sarabi walked away. It seemed everyone was giving up trying to stick to the old ways. Everyone was giving into Scar. Even her own mother.

"Nala," said Sarafina, "I think you're old enough to bear Scar a cub."

Nala had never felt she hated her mother ever before then.

"You might as well birth the male heir. Don't you see? You can be Queen of the Serengeti. And who better than you? You, who have been tirelessly trying to maintain peace in the Pridelands while our king sits lazily in his cave."

"No, mother, I will never let Scar touch me."

Nala had been trying to do everything in her power to watch over the Pridelands. She tried to remember everything Simba told her regarding what he had learned from Mufasa. But ever since Zira started calling the shots, other lionesses wouldn't listen to Sarabi, and no one bothered to maintain a balance. They were overhunting for food, and the Hunted even more as the hyenas multiplied. She feared there might be drought on the way.

She must make Scar see reason.

* * *

"Yes, what now?" Scar was extremely annoyed at the sight of the young lioness.

"Sir, I fear there may be a drought soon. We are overhunting. Zira is scheduling more Hunts than is necessary."

"First the pregnant antelope and now this," Scar sighed.

"If you kill pregnant antelope, how are they going to sustain?"

"Lots of meat on them."

It was as if Scar didn't even care. He had no vision. He only wanted their ruination.

"Now, run along, I have had enough of you. Stop acting like you know what's best."

This time, Nala really did lose her temper.

"I do know what's best, and much better than you! You know nothing about the Circle of Life!" She was screaming at him.

"I beg your pardon?" Scar was genuinely surprised.

Now that she had said it, she couldn't stop. "You are a horrible king. You have never once even tried to rule over the Pridelands. We have been trying hard to keep it together, and now you're messing that up too."

Scar sensed danger.

"You really do have a mind of your own don't you?"

Nala's eyes narrowed.

"You're henceforth banished."

"What?"

"You heard me. Get out. I don't want to see you in the Pridelands ever again."

Nala didn't move. Scar had the hyenas escort her out.

He supposed she was right. He was a bad king. But he couldn't care less. He had wanted revenge on Mufasa, and he had got it. It didn't matter anymore what happened to the Pride.

* * *

By the time the lionesses heard about Nala's banishment, she was already outside the borders of the Pridelands. She crossed the desert, desperately searching for water and for food. The sun beat down on her and made her head spin. Several times she imagined she saw water, but found only sand in her mouth. So when she came upon a rather fat warthog, she thought maybe this was a mirage too.

The warthog had his back to him, oblivious to her existence. Suddenly Nala snapped back into focus. Food. She pounced, but tired as she was, she missed him by inches, alerting him to her presence. The warthog let out an unearthly scream and ran for his life, with Nala on his tail.

Out of the blue, a lion jumped out at her and fought her. Where did a lion come from? Nala couldn't think straight. All she wanted was something to eat, and this lion was in her way. With enormous effort, she pinned him to the ground.

The lion's eyes grew wide in a rather familiar way.

"Nala?" he panted.

Nala jumped back. "Who are you?"

"It's me," the lion replied excitedly. "Simba!"

"Simba?" He was alive? But at this point, Nala's strength gave out.

* * *

She woke up to the sound of argument.

"She's a lion. She tried to eat Pumba."

"It's okay, Timon. She's a friend of mine. I'll tell her not to eat you."

"Simba?" she called. "Is it really you?"

"Hey!" he bounded over to her joyfully. "I can't believe it's you! What are you doing here?"

Nala's head was still spinning. "I'm looking for food."

"Don't eat me!" screamed a voice. She looked around to see a meerkat and a warthog trembling.

"Nala, these are my friends Timon and Pumba. There I've introduced you. She can't eat you now."

Nala blinked. Lionesses always made it a point not to get acquainted with animals they preyed upon. It's rude to eat acquaintances.

"Oh you must be hungry!" Simba dragged a leaf over to her. It was full of bugs. Nala stared.

"I know. I know. At first it seems growse. But they're really good. Really. Try one."

Any other time, Nala might have jumped at him and injured him for this cruel joke, but she watched in horror as he slurped down a few worms to show her it was perfectly safe. Her hunger was getting the better of her. The rest of her life, Nala tried to forget what happened next.

* * *

Still tired from her excursion in the desert, Nala rested as Simba talked excitedly. He was saying something about Hakuna Matata or something like that, but she wasn't really listening. She was watching him closely. Something seemed wrong. If she closed her eyes, she could see her childhood playmate telling him about his latest adventure; but when she opened them to behold a full grown lion, the spitting image of Mufasa, something seemed very off.

"Simba, what happened to you? We thought you were dead."

"But I told you already. Timon and Pumba found me in the desert. They brought me up to believe in Hakuna Matata; it means-"

"Why did you run away?" Nala cut in.

Simba looked uncomfortable. "I don't want to talk about it."

"Simba," she said softly. "What happened down in the gorge wasn't your fault."

"What do you know about it?" he asked rather fiercely.

"Scar told us you were caught in a stampede. Mufasa died trying to save you, but he failed. We never found your body, but we always assumed the hyenas took it away. They never admitted it though."

"Scar is a liar," Simba growled. "'Go practice your little roar in the gorge,' he told me, 'Nothing will go wrong.'" Simba laughed bitterly. "He said I died, did he? He told me to run. To run away and never come back."

"He set you up!" Nala exclaimed, getting up on her feet.

"What?"

"Don't you see? He set you up to get you out of the way! He wanted to be king! But Simba, you're the rightful king. You must come back with me to Pridelands. Once the lionesses see you, they'll have the courage to stand up to Scar-"

"No!" Simba cried.

"You don't understand. Scar is an awful king. The Pridelands are in ruins. We're at the brink of a drought-"

"Nala, I caused the stampede. I'm responsible for Mufasa's death! I can't go back there. I can't ever go back." Simba ran from her.

"Simba, come back!" she called after him. "It's your duty to the Pride."

* * *

When Nala left in search of real food, Timon and Pumba weren't sorry to see her go. But things were not to go back to normal, for she left behind a rather bad tempered Simba. He seemed much less inclined to fun and sat alone all day muttering to himself.

Timon suggested they go to the other side of the river to search for a termite nest. It might cheer him up. Timon decided to swing across a rather weak vine. Simba warned him it might not hold, but Timon didn't listen. The vine snapped and he fell into the river. Simba of course, jumped in and caught him. But when Timon tried to laugh it off, Simba was angry.

"You could have died!" he roared. Timon had never seen him like this before.

"But I didn't. That's the important thing, Simba. Hakuna Matata." Simba walked away.

That night they lay on the grass looking up at the stars.

"_They must be fireflies who got stuck in the sky_," Timon murmured.

"_I always thought they were balls of gas that burned really brightly,_" said Pumba.

"_With you, everything's about gas._" The two of them laughed. Simba made an attempt.

"_Simba, what do you think?_"

Simba didn't want to say. When they pressed him, he said, "_Someone once told me that the Great Kings of the Past are up there._"

"_You mean the stars are a bunch of dead guys?_"

"_Yeah._"

Timon and Pumba burst out laughing. Simba looked angry. He walked away.

"_What's gotten into him?_" wondered Timon.

* * *

As Nala searched for food, she came upon a huge banyan tree.

* * *

It had never occurred to Simba to go back. He had caused his father's death; he didn't want to face his mother. But after Nala told him about the state of the Pridelands under Scar's rule, a new feeling came over him. He didn't know what it was, but he suspected this feeling wanted to take him back to the Pridelands. He was determined not to go.

He paced up and down in the grass, arguing with himself. Some old baboon was swinging in the trees above his head singing about bananas. It did no good to his mood.

"_Will you cut it out?_" he called.

"_No._" The baboon dropped in front of him.

"_Who are you?_"

"_Rafiki,_" he said simply. "_But the question is, who are you?_"

"_I'm nobody._" Simba walked away.

"_You are a lion who walks away from his duties, are you?_"

Simba turned around, but the baboon was back up in the trees.

"_You don't know what you're talking about._"

"_Oh but I do! Mufasa always said – Rafiki knows what he is talking about._"

With that, Rafiki swung away.

"_Wait!_" Simba called after him. But the baboon wouldn't stop. Simba began to follow him. He mentioned his father. This baboon knew his father.

At last he came upon the baboon sitting on a rock, meditating.

"_You knew Mufasa?_"

"_Correction. I know Mufasa._"

"_He's dead._"

"_No he's not._"

"_What do you mean?_"

"_Come,_" said Rafiki, and led him to the water. "_Look down there._"

Simba obliged.

"_I see only my reflection._"

He began to walk away, but Rafiki hit him on the head. "_Look harder."_

Simba looked. He saw his reflection. He saw the stars above him reflected on him. He truly was the spitting image of his father.

* * *

Nala wondered why the old baboon had taken so much interest in her. He had pressed her to tell him everything about the condition at the Pridelands and was even more interested in her recent encounter with Simba. But he had pointed her in the direction of food. Hunger finally sated, she wondered if she should look for Simba.

"Nala!" A lion and a baboon were approaching her.

"Simba?"

"I can't go back," he panted.

"Why not?"

"I was foolish. I did something terrible. And I did nothing to fix it. I ran away. I let my Pride down. I can't ever face them."

"Simba, you ARE the rightful King. Everyone makes mistakes. But this wasn't your fault. Scar set you up."

"I didn't want to have to face this, Nala. It's all in the past. I wanted to leave it behind me."

Without warning, Rafiki hit him on the head.

"_Ouch! What was that for?_"

"_No matter, it was in the past._"

"_But it hurt!_"

"_Yes, the past can hurt. But the way I see it, you can either run from it, or learn from it!_"

Rafiki made to hit him again, but this time Simba dodged. To Simba and Nala's surprise, Rafiki began to laugh.

* * *

**A/N**: I swear when I was younger, I read one of those thin booklets Disney publishes about Timon and Pumbaa being careless and falling into the river. So that's where that came from. This was the chapter most inspired by the Broadway musical which shows things a little bit from Nala's perspective. I really like the idea of the competent Nala who is capable of running the Pride herself,but feminism doesn't exist in this world, lol. And yes, in this version Nuka is female and she and Vitani are not Zira's kids because I made up the rule that each lioness bears one cub. Once again, the quotes from the movie (or dialogue that is possibly quotes from the movie - tbh I didn't go back and check) have been italicized.


	3. Chapter 3

Scar was in a bad mood. He hadn't been sleeping well the past few weeks. Often he had nightmares in which Mufasa shoved him off a cliff into a stampede, just like he had done to Mufasa himself. Zazu had mentioned Mufasa early in the day, and in a fit of rage, he shut up the hornbill in the ribs of a zebra skeleton. The hyenas were complaining about the lack of food. He had told them that maybe they had better stopped breeding.

Indeed, Scar had never thought this far into the future. The thought of getting Mufasa and Simba killed had given him boundless joy, but it had never occurred to him he had to actually put in hard work as King. He didn't care about the Pride, or the Pridelands. He was used to a life of indolence, and not for once he wanted to give it up. But the current state of food was making him think in directions he didn't even want to consider.

Instead, he summoned the lionesses to the rocks and called for Zira. Zira wasn't there. She was in labor. Sarabi approached him in her stead.

"Scar," she entreated, "We need to leave the Pridelands."

"Very well, then, where are we to go?"

"We need to search in the Savannah."

"Well then get on with it!"

"Scar, all the lionesses are busy with finding food. YOU need to search for a new home."

"Let me make it clear – I am King and I get to be the one who does nothing around here."

"_You know nothing about being King, Scar. If you were half the king Mufasa was-_"

But Scar had hit her hard in the face with his paw. She collapsed. He never wanted to hear that name again. And he certainly didn't want to see Mufasa growling fiercely at him from top of the cliff.

His nightmares were coming to life. No, he must be asleep. Mufasa looked fierce as he walked up to him. The lionesses and the hyenas watched in shocked silence as the lion that came out of nowhere nudged Sarabi.

"_Mufasa?_" she whispered.

"_No, it's me._"

"_Simba? My son?_" Sarabi's eyes filled with tears as she embraced him. "_You're alive!_" she whispered over and over again.

Simba? Simba was alive? But Scar had ordered the hyenas to finish him. Why hadn't they obeyed him? Scar barely heard anything as he watched the lionesses gather around him to ask him a host of questions. But Simba was approaching him, much like Mufasa approached him in his nightmares.

"_Scar,_" the young lion bellowed. "_I am the rightful King of the Pridelands. I've come to ask you to step down._"

"_Well, there's one problem with that,_" said Scar, regaining some of his composure. "_You're going to have to convince the hyenas first._"

"Do I? Are the hyenas happy with the current food situation?"

There was a murmur of assent from the hyenas. Ungrateful creatures!

"Well then," said Scar, "You shall be King if you wish it. But I must ask you Simba, where have you been all this time? Why haven't you come to claim your rightful throne before?"

"I ran away because YOU told me to."

There were angry sounds of discord from the lionesses.

"You told us he was dead!" shouted Sarabi.

"It matters not what I said! Simba, why did you run? Do you not think I remember? What happened down in the gorge? Who is responsible for Mufasa's death?"

There were shocked murmurs from the lionesses.

"It wasn't my fault," shouted Simba angrily. "I would never have gone down there if you hadn't assured me everything would be fine."

"Simba, what happened down there?" Sarabi asked him.

"I caused the stampede that killed Mufasa." Simba had never thought he would ever manage to say that sentence. He saw the shock in his mother's eyes.

"_That's not true. Tell me that's not true!_"

Simba said nothing to her. Instead, he turned to Scar. Simba looked livid, Scar knew it was time to run. Simba gave chase.

* * *

"Scar set him up!"

The lionesses turned around.

"Nala!" Nyeri bounded over to her friend.

"What happened down in the gorge – it was all Scar's doing – Simba told me."

"You were banished," said Nuka coldly.

"Well, maybe I won't be, under the new regime."

"You brought him back," Nuka walked towards her.

"Nuka, do you actually want Scar to remain as King?" asked Wamba aghast.

Vitani came rushing.

"Zira's given birth," she panted, "to a male."

* * *

"Simba, what do you want with me?"

"Why did you do it?"

"Do what?"

"You set me up, Scar."

"I did no such thing!"

They were at the top of a cliff. Simba looked angry enough to throw him off.

"_The hyenas made me do it, Simba. They wanted you out of the way. They're the real enemy._"

"_You're a liar._"

All of a sudden, Scar saw his chance. With one lunge, he pushed Simba off the cliff. But Simba held on with his paws.

Scar laughed a cold evil laughter.

"Well, don't father and son come to the same fate?" he whispered as he put his paws on Simba's. "I get to push both of them off a cliff."

Mufasa would have lived if Scar hadn't pushed him off. Simba's limbs had the strength of ten lions. He jumped out from his hanging position and pounced on Scar. Scar had no strength to fight him off, but Simba didn't kill him.

"_Run,_" said Simba. "_Run away, Scar. Run away and never come back._"

Scar ran. He ran to his hyenas.

"_My friends,_" he called to them.

"_Friends?_" asked the hyenas. "_Didn't he say we were the enemy?_"

Many years ago, when Scar had wandered into the Shadowlands, the hyenas had looked at him the way they looked at him now. This time, he had nothing to offer him. This was worse than his nightmares.

* * *

When Simba walked back to the lionesses, they were willing to accept him back.

"Simba, we know it couldn't have been your fault," his mother said, "You were young. Let's leave the past behind and look to the future."

Simba looked at the ground. "The past hurts mother, but that doesn't mean we should forget it."

He looked up at Nala. She beamed at him. She could finally see the king inside.

"A wise old baboon taught me recently, that we need to learn from the past. We need to take responsibility for our actions. I've been hiding from my mistakes all this time, but now I want to make it up to you. I want to try to make things right."

His mother had never been more proud of him. The lionesses crowded around him and pledged their loyalty to him. They urged him to climb on top of the Pride Rock.

Simba climbed up to the top, and he roared. The lionesses roared back.

* * *

**A/N**: And here is the original dedication/note that accompanied the fic (which was printed and bound and everything!)

I like retelling stories. But I'm not necessarily good at them. I wasn't meant to be an author, it takes me several days to write a few pages. However poor my execution might be, I am full of ideas. This idea for a Lion King retelling was inspired by the Broadway Musical, and to some extent, Doug Walker's Lion King Disneycember review. I wanted to create (for lack of a better word) the mythology of the world, and I wanted to flesh out some of the characters. The new lionesses who never appear in the movies were names after actual locations in Africa. One of them was named after a male lion from Lion King II: Simba's Pride, because he has no place in this world.

This draft of the fanfiction is dedicated to a truly wonderful person, who managed to never tire of my endless ideas. If she so wishes, there shall be more drafts of this fanfic, and maybe even a sequel, and all dedicated to her.

Thank you for being such a wonderful support, MW! Happy 21!

**Followup to the original note**: Yeah, I don't write all that much, and when I do, most of the time I don't think it's good enough to post. Enough self deprecation. This one was okay. And yes, I remember how the Disneycember review of Lion King talked about how they never showed Simba learning from his mistakes or taking responsibility because he is so thoroughly exonerated. I tried addressing that, but not very successfully. Also, I knew when I was writing this that it needs a sequel just because the Zira plot-line was never resolved...so...we'll see.


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